Common use of Lender Assignments Clause in Contracts

Lender Assignments. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to its portion of the Loans) (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, Borrowers; provided, however, that: (A) in the event an Event of Default has occurred and is continuing, the consent of Borrowers shall not be required for any Sale; (B) the consent of Borrower shall be deemed to have been given unless an objection is delivered to Agent within ten (10) Business Days after notice of a proposed Sale is delivered to Borrowers; (C) for each Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Acceptance) of the Revolving Loan and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assignee.

Lender Assignments. Each Lender may sellmay, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to its portion the consent of the Loans) Agent (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable not to (x) Agent and (y) which acceptance shall not be unreasonably withheld withheld) and, so long as no Event of Default then exists, the Borrower Agent (not to be unreasonably withheld, and not required in connection with an assignment to a Person that is a Lender or delayedan Affiliate of a Lender), Borrowers; providedassign to one or more Eligible Assignees (or, however, that: (A) in the event if an Event of Default has occurred and is continuing, to one or more other Persons) all or a portion of its rights and obligations under this Agreement, the consent Notes and the other Loan Documents upon execution and delivery to the Agent, for its acceptance and recording in the Register, of Borrowers shall not be required an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent for any Sale; (B) the consent its account of Borrower $3,500. No such assignment shall be deemed for less than Five Million Dollars ($5,000,000) of the Commitments or Loans unless it is to have been given unless another Lender or an objection is delivered to Agent within ten (10) Business Days after notice assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, and each such assignment shall be of a proposed Sale is delivered uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Loans. Upon the execution and delivery to Borrowers; (C) for each Revolving Loanthe Agent of an Assignment and Acceptance and the payment of the recordation fee to the Agent, from and after the aggregate outstanding principal amount (determined date specified as of the effective date of in the applicable Assignment and Acceptance (the “Acceptance Date”), (i) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance) of , such assignee shall have the Revolving Loan rights and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate obligations of a Loan PartyLender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.10, 4.11 and 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the imposition remaining portion of conditions or limitations (including limitations on voting) upon Sales to an assigning Lender’s rights and obligations under this Agreement, such Persons, Lender shall not be deemed cease to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneea party hereto).

Lender Assignments. Each Lender may sellmay, transferwith the consent of Agent (not to be unreasonably withheld) and, negotiate so long as no Event of Default has occurred and is continuing for more than 30 days, Borrower (not required in connection with an assignment to a Person that is (x) a Lender or an Affiliate thereof or (y) a limited partner of Atlantic Park or an affiliated fund of such limited partner; provided that, in the case of clause (y), prior written notice shall be provided to the Borrower of such assignment), assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including under this Agreement, the Notes and the other Loan Documents upon execution and delivery to Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance and a processing and recordation fee payable to Agent for its account of $3,500, if the assignee is not a Lender the assignee shall provide the Agent with all or a portion of its Commitments “know your customer” documents requested by the Agent pursuant to anti-money laundering rules and its rights and obligations with respect to its portion of the Loans) (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, Borrowersregulations; provided, however, that: (A) in that the event an Event of Default has occurred and is continuing, the consent of Borrowers shall not be required for any Sale; (B) the consent of Borrower shall be deemed to have been given consented to any assignment of any Commitments or Loans unless an objection is delivered it shall have objected thereto by notice to the Agent within ten (10) Business Days after the Borrower has received written notice thereof. No such assignment shall be for less than $5,000,000 of the Commitments or Loans unless it is to another Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, and each such assignment shall be of a proposed Sale uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Loans. Upon the execution and delivery to Agent of an Assignment and Acceptance and the payment of the recordation fee to Agent, from and after the such assignment is delivered to Borrowers;recorded in the Register (the “Acceptance Date”), (Ci) for each Revolving Loanthe assignee thereunder shall be a party hereto, and, to the aggregate outstanding principal amount (determined as of the effective date of the applicable extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance) of , such assignee shall have the Revolving Loan rights and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate obligations of a Loan PartyLender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.10, 4.11 and 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the imposition remaining portion of conditions or limitations (including limitations on voting) upon Sales to an assigning Lender’s rights and obligations under this Agreement, such Persons, Lender shall not be deemed cease to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneea party hereto).

Lender Assignments. Each Lender may sell, transfer, negotiate assign to one or assign more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement, the Notes and the other Loan Documents upon execution and delivery to Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment, with the prior written consent (including such consent not to be unreasonably withheld) of the Borrowers, provided that, (X) the Borrowers shall be deemed to have consented to an assignment of all or a portion of its Commitments the Loans unless it shall object thereto by written notice to the Agent within ten (1 0) Business Days after having received notice thereof, and its rights and obligations with respect to its portion (Y) no consent of the Loans) (each Borrowers shall be required for an assignment to a “Sale”) to: (i) any existing Lender; (ii) any , an Affiliate or Approved Fund of any existing a Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, Borrowers; providedor, however, that: (A) in the event if an Event of Default has occurred and is continuing, the consent of Borrowers shall not be required for any Sale; (B) the consent of Borrower other assignee. No such assignment shall be deemed for less than $5,000,000 of the Loans unless it is to have been given unless another Lender or an objection is delivered assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Loans, and each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations in respect of the Loans. Upon the execution and delivery to Agent within ten (10) Business Days of an Assignment and Acceptance and the payment of the recordation fee to Agent, from and after notice of a proposed Sale is delivered to Borrowers; (C) for each Revolving Loan, the aggregate outstanding principal amount (determined date specified as of the effective date of in the applicable Assignment and Acceptance (the “Acceptance Date”), (i) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance) of , such assignee shall have the Revolving Loan rights and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate obligations of a Loan PartyLender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.9, 4.10 and 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the imposition remaining portion of conditions or limitations (including limitations on voting) upon Sales to an assigning Lender’s rights and obligations under this Agreement, such Persons, Lender shall not be deemed cease to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneea party hereto).

Lender Assignments. Each Lender may sellmay, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to its portion the consent of the Loans) Agent (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable not to (x) Agent and (y) which acceptance shall not be unreasonably withheld withheld) and, so long as no Event of Default then exists, the Borrower Agent (not to be unreasonably withheld, and not required in connection with an assignment to a Person that is a Lender or delayedan Affiliate of a Lender), Borrowers; providedassign to one or more Eligible Assignees (or, however, that: (A) in the event if an Event of Default has occurred and is continuing, to one or more other Persons) all or a portion of its rights and obligations under this Agreement, the consent Notes and the other Loan Documents upon execution and delivery to the Agent, for its acceptance and recording in the Register, of Borrowers shall not be required an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent for any Sale; (B) the consent its account of Borrower $3,500. No such assignment shall be deemed for less than Five Million Dollars ($5,000,000) of the Commitments or Loans unless it is to have been given unless another Lender or an objection is delivered to Agent within ten (10) Business Days after notice assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, and each such assignment shall be of a proposed Sale is delivered uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Loans. Upon the execution and delivery to Borrowers; (C) for each Revolving Loanthe Agent of an Assignment and Acceptance and the payment of the recordation fee to the Agent, from and after the aggregate outstanding principal amount (determined date specified as of the effective date of in the applicable Assignment and Acceptance (the “Acceptance Date”), (i) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance) of , such assignee shall have the Revolving Loan rights and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate obligations of a Loan PartyLender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.10, 4.11 and 12.04, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the imposition remaining portion of conditions or limitations (including limitations on voting) upon Sales to an assigning Lender’s rights and obligations under this Agreement, such Persons, Lender shall not be deemed cease to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneea party hereto).

Lender Assignments. Each Lender may sellmay, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to its portion the consent of the Loans) Agent (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable not to (x) Agent and (y) which acceptance shall not be unreasonably withheld withheld), assign to one or delayedmore Eligible Assignees (or, Borrowers; provided, however, that: (A) in the event if an Event of Default has occurred and is continuing, to one or more other Persons) all or a portion of its rights and obligations under this Agreement, the consent Notes and the other Loan Documents upon execution and delivery to the Agent, for its acceptance and recording in the Register, of Borrowers shall not be required an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent for any Sale; (B) the consent its account of Borrower $3,500. No such assignment shall be deemed for less than $5,000,000 of the Commitments or Loans unless it is to have been given unless an objection is delivered to Agent within ten (10) Business Days after notice another Lender, and each such assignment shall be of a proposed Sale is delivered uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Revolving Credit Loans. Upon the execution and delivery to Borrowers; (C) for each Revolving Loanthe Agent of an Assignment and Acceptance and the payment of the recordation fee to the Agent, from and after the aggregate outstanding principal amount (determined date specified as of the effective date of in the applicable Assignment and Acceptance (the "Acceptance Date"), (i) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance) of , such assignee shall have the Revolving Loan rights and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate obligations of a Loan PartyLender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.6, 4.7 and 11.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the imposition remaining portion of conditions or limitations (including limitations on voting) upon Sales to an assigning Lender's rights and obligations under this Agreement, such Persons, Lender shall not be deemed cease to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneea party hereto).

Lender Assignments. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Term Loan Commitments and its rights and obligations with respect to its portion of the Loans) (each a “Sale”Term Loan) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, Borrowersthe Borrower; provided, however, that: (A) in the event an Event of Default has occurred and is continuing, the consent of Borrowers the Borrower shall not be required for any Sale; (B) the consent of the Borrower shall be deemed to have been given unless an objection is delivered to Agent within ten (10) Business Days after notice of a proposed Sale is delivered to Borrowersthe Borrower; (C) for each Revolving Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and AcceptanceAssignment) of the Revolving Term Loan and the Term Loan Commitments subject to any such Sale shall be in a minimum amount of $5,000,0001,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assignee.

Lender Assignments. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Revolving Commitment and its rights Loans owing to it and obligations with respect to its portion any participations in Letters of the Loans) Credit that it has purchased (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, Borrowers; provided, however, that: that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Revolving Commitments) to a Person (A) with the Required Ratings and (B) who also (1) meets the criteria of clause (i) of the definition of the term of “Eligible Assignee” or (2) meets the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and, solely in the event case of this clause (2) (or an Eligible Assignee not satisfying the Required Ratings requirement in clause (A) above), is consented to by the Borrower and the Issuing Banks (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Borrower, required at any time an Event of Default has pursuant to Section 8.1(a) (Failure to Make Payments When Due), Section 8.1(e) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or Section 8.1(f) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and is then be continuing, ); provided further that the consent of Borrowers shall not be required for any Sale; (B) the consent of Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Any assignment in violation of a proposed Sale is delivered to Borrowers; this Section 10.7(c)(i) (CLender Assignments) for each Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Acceptance) of the Revolving Loan and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates null and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneevoid.

Lender Assignments. Each Lender may sellmay, transferwith the consent of Agent (not to be unreasonably withheld) and, negotiate so long as no Event of Default has occurred and is continuing for more than 30 days, Borrower (not required in connection with an assignment to a Person that is (x) a Lender or an Affiliate thereof or (y) a limited partner of Corre Partners Management, LLC or an affiliated fund of such limited partner; provided that, in the case of clause (y), prior written notice shall be provided to the Borrower of such assignment), assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including under this Agreement, the Notes and the other Loan Documents upon execution and delivery to Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance and a processing and recordation fee payable to Agent for its account of $3,500, if the assignee is not a Lender the assignee shall provide the Agent with all or a portion of its Commitments “know your customer” documents requested by the Agent pursuant to anti-money laundering rules and its rights and obligations with respect to its portion of the Loans) (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, Borrowersregulations; provided, however, that: (A) in that the event an Event of Default has occurred and is continuing, the consent of Borrowers shall not be required for any Sale; (B) the consent of Borrower shall be deemed to have been given consented to any assignment of any Commitments or Loans unless an objection is delivered it shall have objected thereto by notice to the Agent within ten (10) Business Days after the Borrower has received written notice thereof. No such assignment shall be for less than $5,000,000 of the Commitments or Loans unless it is to another Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, and each such assignment shall be of a proposed Sale uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Loans. Upon the execution and delivery to Agent of an Assignment and Acceptance and the payment of the recordation fee to Agent, from and after the such assignment is delivered to Borrowers;recorded in the Register (the “Acceptance Date”), (Ci) for each Revolving Loanthe assignee thereunder shall be a party hereto, and, to the aggregate outstanding principal amount (determined as of the effective date of the applicable extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance) of , such assignee shall have the Revolving Loan rights and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate obligations of a Loan PartyLender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.10, 4.11 and 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the imposition remaining portion of conditions or limitations (including limitations on voting) upon Sales to an assigning Lender’s rights and obligations under this Agreement, such Persons, Lender shall not be deemed cease to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneea party hereto).

Lender Assignments. Each (i) Any Lender may sellmay, transferin the ordinary course of its business and in accordance with applicable law, negotiate at any time assign to one or assign more banks or other entities (“Purchasers”) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Commitments and its Credit Exposure) in accordance with the provisions of this Section 14.2.2. Each assignment shall be on a constant, and not a varying, ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement. Borrower will not have any obligation to reimburse any Lender for any costs, fees or expenses incurred by a Lender (exclusive of any expenses of Agent in its capacity as Agent) in connection with respect to its the assignment by that Lender of any portion of the Loans) (each a “Sale”) to: (i) its Commitment or any existing Lender;Loans owing to it. (ii) any Affiliate or Approved Fund Each assignment (an “Assignment and Acceptance”) shall be substantially in the form of any existing Lender; (iii) any other Person acceptable to (x) Agent Exhibit F and (y) which acceptance shall not be unreasonably withheld permitted hereunder unless such assignment is either for all of such Lender’s rights and obligations under the Loan Documents or delayedinvolves Loans, Borrowers; provided, however, that: (A) other Credit Exposure and Commitments in the event an aggregate amount of at least $10,000,000. Unless an Event of Default has occurred and is continuing, U.S. Bank will not effect an assignment of its Commitments that would cause its remaining Commitment to be less than the Commitment of the Lender then having the lowest Commitment. Notice to Agent and consent of Borrowers Agent and, in the case of an assignment of a Revolving Credit Commitment, LC Issuer (which consent shall not be required for any Sale; (Bunreasonably withheld or delayed) the and consent of Borrower (unless an Event of Default has occurred and is continuing) shall be deemed to have been given unless an objection is delivered to Agent within ten (10) Business Days after notice of a proposed Sale is delivered to Borrowers; (C) for each Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Acceptance) of the Revolving Loan and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made required prior to an existing assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate a Person controlling or Approved Fund of any existing controlled by a Lender and if the Purchaser is a Foreign Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Lender shall not be deemed deliver any documentation required to be unreasonable. No assignment hereunder shall be permitted if delivered by the Purchaser pursuant to any Ineligible AssigneeSection 2.14.5, duly completed and executed by the Purchaser.

Lender Assignments. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Term Loan Commitments and its rights and obligations with respect to its portion of the Loans) (each a “Sale”Term Loan) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, the Borrowers; provided, however, that: (A) in the event an Event of Default has occurred and is continuing, the consent of the Borrowers shall not be required for any Sale; (B) the consent of Borrower the Borrowers shall be deemed to have been given unless an objection is delivered to Agent within ten (10) Business Days after notice of a proposed Sale is delivered to Borrowersthe Parent Guarantor; (C) for each Revolving Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and AcceptanceAssignment) of the Revolving Term Loan and the Term Loan Commitments subject to any such Sale shall be in a minimum amount of $5,000,0001,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assignee.

Lender Assignments. Each (i) Subject to the conditions set forth in subpart (b)(ii) below, any Lender may sell, transfer, negotiate assign to one or assign more financial institutions (other than an affiliate of the Borrower) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Commitments and its rights and obligations the Loans at the time owing to it) with respect the prior written consent (such consent not to its portion of the Loans) (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, Borrowers; provided, however, that) of: (A) in the event Borrower and the Guarantor; provided that no consent of the Borrower or the Guarantor shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other financial institution (other than an affiliate of the Borrower); and (B) the Agent; provided that no consent of Borrowers the Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (as defined below). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent) shall not be required for any Saleless than CAD 5,000,000 or, if smaller, the entire remaining amount of the assigning Lender’s Commitment, unless the Borrower and the Agent shall otherwise consent, provided that, in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subpart; (B) the consent of Borrower each partial assignment shall be deemed to have been given unless made as an objection is delivered to Agent within ten (10) Business Days after notice assignment of a proposed Sale is delivered to Borrowersproportionate part of all the assigning Lender’s rights and obligations under this Agreement; (C) for the parties to each Revolving Loanassignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that, in the aggregate outstanding principal amount event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, only one such fee shall be payable; (determined as D) no assignment shall be made (1) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (2) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (2), or (3) to a natural person; and (E) the assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire (a copy of which shall promptly be provided to the Borrower). (iii) Subject to acceptance and recording thereof pursuant to subpart (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto, and, to the extent of the applicable interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 (subject to the requirements of Section 2.14) and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section. (iv) The Agent, acting for this purpose as an agent of the Revolving Loan Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments subject of, and principal amount of (and stated interest on) the Loans owing to, each Lender pursuant to any such Sale the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a minimum amount Lender hereunder for all purposes of $5,000,000this Agreement, unless such Sale is made notwithstanding notice to an existing Lender or an Affiliate or Approved Fund the contrary. In addition, the Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any existing Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, is at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in subsection (b) of this Section and any written consent to such assignment required by subsection (b) of this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this subpart. (vi) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the assignor’s Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (together A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of AgentApplicable Percentage. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Partyin the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, a Subsidiary or Affiliate then the assignee of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneea Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Lender Assignments. Each Lender may sellmay, transferwith the consent of Agent (not to be unreasonably withheld, negotiate conditioned or assign all or a portion of its rights delayed) and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to its portion the consent of the Loans) Borrower (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable not to (x) Agent and (y) which acceptance shall not be unreasonably withheld withheld, conditioned or delayed, Borrowers; providedand provided that the Borrower shall be deemed to have consented to any such assignment unless it objects thereto by written notice to Agent within five (5) Business Days after request for such consent) assign (not by novation) to one or more Eligible Assignees (or, however, that: (A) in the event if an Event of Default has occurred and is continuing, to one or more other Persons) all or a portion of its rights and obligations under this Agreement, the Notes and the other Loan Documents upon (i) execution and delivery to Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance by such Lender and such Eligible Assignee, (ii) surrender of any Note or Notes subject to such assignment by such Lender, (iii) if the relevant Eligible Assignee shall not be an existing Lender, delivery to the Agent of an Administrative Questionnaire and documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including any Tax forms required to be delivered pursuant to Section 3.2 and (iv) a processing and recordation fee payable to Agent for its account of $3,500 (which fee may be waived or reduced in the sole discretion of the Agent); provided, that the consent of Borrowers the Borrower shall not be required for (x) in connection with any Sale; assignment to a Lender, an Affiliate of a Lender or an Approved Fund of a Lender or (By) if an Event of Default has occurred and is continuing; provided, further, that the consent of Borrower the Agent shall not be deemed required in connection with any assignment to have been given unless a Lender, an objection is delivered to Agent within ten (10) Business Days after notice Affiliate of a proposed Sale is delivered to Borrowers; (C) for each Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Acceptance) of the Revolving Loan and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Approved Fund of a Lender. No such assignment shall be for less than $1,000,000 of the Commitments or Loans or in an integral multiple of $100,000 in excess thereof unless it is to another Lender, Affiliate or Approved Fund of any existing Lender, is a Lender or an assignment of the assignorentire remaining amount of the assigning L▇▇▇▇▇’s (together with its Affiliates Commitment or Loans, and Approved Funds) entire interest in each such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate assignment shall be of a Loan Partyuniform, or and not a varying, percentage of all rights and obligations in respect of the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible AssigneeCommitments and the Loans.

Lender Assignments. Each Lender may sellmay, transferwith the consent of Agent (not to be unreasonably withheld) and, negotiate so long as no Event of Default then exists, Borrower Agent (which such consent of Borrower Agent (x) shall not be unreasonably withheld, conditioned or assign all delayed, (y) shall be deemed to be given if Borrower Agent has not objected by written notice to Agent within ten (10) Business Days after having received notice thereof and (z) shall not be required in connection with an assignment to a Person that is a Lender or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to its portion of the Loans) (each a “Sale”) to: (i) any existing Lender; (ii) any an Affiliate or Approved Fund of any existing a Lender; , provided that, if such Lender, Affiliate or Approved Fund of a Lender (iii1) any other Person acceptable intends to (x) Agent lend to the U.K. Borrower and (y2) which acceptance shall not be unreasonably withheld is a U.K. Treaty Lender, that Lender, Affiliate or delayedApproved Fund of a Lender holds a valid passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to this Agreement), Borrowers; providedassign to one or more Eligible Assignees (or, however, that: (A) in the event if an Event of Default has occurred and is continuing, to one or more other Persons) all or a portion of its rights and obligations under this Agreement, the consent Notes and the other Loan Documents upon execution and delivery to Agent, for its acceptance and recording in the Register, of Borrowers shall not be required an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee payable to Agent for any Sale; (B) the consent its account of Borrower $3,500. No such assignment shall be deemed for less than $5,000,000 of the Commitments or Loans unless it is to have been given unless another Lender or an objection is delivered assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment or Loans, and each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Loans. Upon the execution and delivery to Agent within ten (10) Business Days of an Assignment and Acceptance and the payment of the recordation fee to Agent, from and after notice of a proposed Sale is delivered to Borrowers; (C) for each Revolving Loan, the aggregate outstanding principal amount (determined date specified as of the effective date of in the applicable Assignment and Acceptance (the “Acceptance Date”), (i) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance) of , such assignee shall have the Revolving Loan rights and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate obligations of a Loan PartyLender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Section 4.3, Section 4.11, Section 4.12, Section 4.12 and Section 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the imposition remaining portion of conditions or limitations (including limitations on voting) upon Sales to an assigning Lender’s rights and obligations under this Agreement, such Persons, Lender shall not be deemed cease to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assigneea party hereto).

Lender Assignments. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to its portion of the Loans) (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and Agent, (y) the Revolving Lenders and (z) Borrowers (which acceptance by the Borrowers shall not be unreasonably withheld or delayed, Borrowers); provided, however, that: (A1) in the event an Event of Default has occurred and is continuing, the consent of Borrowers shall not be required for any Sale; (B2) the consent of Borrower shall be deemed to have been given unless an objection is delivered to Agent within ten (10) Business Days after notice of a proposed Sale is delivered to Borrowers; (C3) for each Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Acceptance) of the Revolving Loan and the Commitments subject to any such Sale shall be in a minimum amount of $5,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assignee.

Lender Assignments. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Commitments and its rights and obligations with respect to its portion of the Loans) (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which such acceptance shall by Agent not to be unreasonably withheld or delayed, Borrowers) and (y) Borrowers (such acceptance by Borrowers not to be unreasonably withheld or delayed); provided, however, that: (A) in the event an Event of Default has occurred and is continuing, continuing the consent of Borrowers shall not be required for any Sale; (B) the consent of Borrower shall be deemed to have been given unless an objection is delivered to Agent within ten (10) Business Days after written notice of a proposed Sale is delivered to Borrowers; (C) for each Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Acceptance) of the Revolving Loan and the Revolving Commitments subject to any such Sale shall be in a minimum amount of $5,000,0001,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assignee.

Lender Assignments. Each (i) Subject to the conditions set forth in subpart (b)(ii) below, any Lender may sell, transfer, negotiate assign to one or assign more financial institutions (other than an affiliate of Borrower) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Commitments and its rights and obligations the Loans at the time owing to it) with respect the prior written consent (such consent not to its portion of the Loans) (each a “Sale”) to: (i) any existing Lender; (ii) any Affiliate or Approved Fund of any existing Lender; (iii) any other Person acceptable to (x) Agent and (y) which acceptance shall not be unreasonably withheld or delayed, Borrowers; provided, however, that) of: (A) in the event Borrower and the Guarantor; provided that no consent of the Borrower or the Guarantor shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other financial institution (other than an affiliate of Borrower); and (B) the Agent; provided that no consent of Borrowers the Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (as defined below). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent) shall not be required for any Saleless than CAD 5,000,000 or, if smaller, the entire remaining amount of the assigning Lender’s Commitment, unless the Borrower and the Agent shall otherwise consent, provided that, in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subpart; (B) the consent of Borrower each partial assignment shall be deemed to have been given unless made as an objection is delivered to Agent within ten (10) Business Days after notice assignment of a proposed Sale is delivered to Borrowersproportionate part of all the assigning Lender’s rights and obligations under this Agreement; (C) for the parties to each Revolving Loanassignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that, in the aggregate outstanding principal amount event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, only one such fee shall be payable; and (determined as D) the assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire (a copy of which shall promptly be provided to the Borrower). (iii) Subject to acceptance and recording thereof pursuant to subpart (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto, and, to the extent of the applicable interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section. (iv) The Agent, acting for this purpose as an agent of the Revolving Loan Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments subject of, and principal amount of the Loans owing to, each Lender pursuant to any such Sale the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a minimum amount Lender hereunder for all purposes of $5,000,000this Agreement, unless such Sale is made notwithstanding notice to an existing Lender or an Affiliate or Approved Fund of the contrary. The Register shall be available for inspection by the Borrower and any existing Lender, is of the assignor’s at any reasonable time and from time to time upon reasonable prior notice. (together with v) Upon its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent. Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate receipt of a Loan Partyduly completed Assignment and Assumption executed by an assigning Lender and an assignee, or the imposition assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in subsection (b) of conditions or limitations (including limitations on voting) upon Sales this Section and any written consent to such Personsassignment required by subsection (b) of this Section, the Agent shall not be deemed to be unreasonableaccept such Assignment and Assumption and record the information contained therein in the Register. No assignment hereunder shall be permitted if to any Ineligible Assigneeeffective for purposes of this Agreement unless it has been recorded in the Register as provided in this subpart.